Christine Barone
YELPAbout Christine Barone
Independent director at Yelp since March 2020; serves on the Audit Committee and is designated an audit committee financial expert. She is CEO of Dutch Bros Coffee (since Jan 2024) and President (since Feb 2023); prior CEO of True Food Kitchen (2016–2023), senior executive at Starbucks (2011–2016), and Principal at Bain & Company (2000–2011). Education: A.B. in Applied Mathematics from Harvard College; M.B.A. from Harvard Business School. The Board has affirmatively determined she is independent under NYSE standards and Yelp’s additional independence factors.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| True Food Kitchen | Chief Executive Officer | Aug 2016 – Feb 2023 | Led a health-driven lifestyle brand; restaurant category expertise |
| Starbucks Corporation | Senior Vice President, Food, Evenings & Licensed Stores (various roles) | Feb 2011 – Aug 2016 | Senior operating leadership in major public consumer brand |
| Bain & Company | Principal | Sep 2000 – Feb 2011 | Strategy and operations expertise |
External Roles
| Organization | Position | Tenure | Public Company Board |
|---|---|---|---|
| Dutch Bros Coffee | Chief Executive Officer | Since Jan 2024 | Director since Jan 2024 |
| Dutch Bros Coffee | President | Since Feb 2023 | — |
Board Governance
- Committee assignments: Audit Committee member; Audit Committee met 9 times in 2024; Yelp’s committees are 100% independent. Barone is one of three audit committee financial experts; Audit chaired by Diane Irvine.
- Independence: Board affirmed Barone’s independence; majority-independent Board; independent Chair; prohibition on hedging/pledging by directors/officers.
- Attendance and engagement: The Board met 8 times in 2024; each current member attended at least 75% of Board and committee meetings; all nine then-serving directors attended the 2024 Annual Meeting; independent directors held four executive sessions.
- Stock ownership guidelines: Amended in March 2025 to 5x annual Board cash retainer (excluding committee fees), with unexercised options excluded; compliance by later of Dec 31, 2028 or five years from applicability. All current non-employee directors exceed prior guideline levels.
Fixed Compensation
| Component | 2024 Amount/Policy | Notes |
|---|---|---|
| Annual Board cash retainer | $40,000 | Paid quarterly in arrears; optional RSU in lieu of cash |
| Chair of Board additional cash fee | $45,000 | — |
| Audit Committee chair/member cash fees | Chair: $20,000; Member: $9,000 | — |
| Compensation Committee chair/member cash fees | Chair: $10,000; Member: $5,000 | — |
| Nominating Committee chair/member cash fees | Chair: $7,500; Member: $2,600 | — |
| Annual RSU award | $205,000 grant-date value | Vests fully on earlier of 1 year or next annual meeting |
| New director RSU award | $325,000 grant-date value | Vests annually over 3 years |
| Christine Barone – 2024 Director Compensation | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | $49,000 |
| Stock Awards (grant-date fair value) | $205,024 |
| Total | $254,024 |
| 2025 Program Changes (Board-wide) | New Amount |
|---|---|
| Annual Board cash retainer | $45,000 |
| Chair of Board cash fee | $47,500 |
| Compensation Committee chair cash fee | $15,300 |
| Nominating Committee chair cash fee | $10,000 |
| Audit Committee member cash fee | $10,000 |
| Nominating Committee member cash fee | $3,900 |
| Annual RSU award value | $247,500 |
| Director stock ownership requirement | 5x Board cash retainer; unexercised options excluded |
Performance Compensation
| Equity Award Type (Director) | Design | Vesting | 2024 Grant for Barone |
|---|---|---|---|
| Annual RSU award | Service-based RSUs (no performance metrics) | Fully vests on earlier of 1 year or next annual meeting | $205,024 grant-date fair value |
| New director RSU (if applicable) | Service-based RSUs | Equal annual installments over 3 years | Not applicable in 2024; policy level $325,000 |
Yelp’s director compensation does not include performance-based equity for directors; PSUs and TSR-linked awards are used for executives, not the Board.
Other Directorships & Interlocks
| Company | Role | Start | Potential Interlock/Conflict |
|---|---|---|---|
| Dutch Bros Coffee | Director | Jan 2024 | No related-party transactions involving Barone disclosed by Yelp; audit committee reviews related-party transactions. |
- Related-party transactions: The proxy’s “Certain Related-Person Transactions” section does not list any transactions involving Barone.
Expertise & Qualifications
- Extensive leadership experience in the restaurant category; senior executive experience at major public companies.
- Designated audit committee financial expert by the Board based on education and experience.
Equity Ownership
| Measure | As of Date | Amount |
|---|---|---|
| Beneficial ownership (total) | Mar 3, 2025 | 55,984 shares; <1% of shares outstanding |
| Components of beneficial ownership | Mar 3, 2025 | 31,801 shares held; 24,183 options exercisable within 60 days |
| Unvested RSUs (outstanding) | Dec 31, 2024 | 8,278 units |
| Outstanding stock options | Dec 31, 2024 | 24,600 options |
| Hedging/Pledging | Policy | Prohibited for directors/officers |
| Ownership guidelines | Mar 2025 amendment | 5x annual Board cash retainer; unexercised options excluded; all current directors exceed prior guideline levels |
Governance Assessment
- Alignment: Independent status, audit committee membership, and audit financial expert designation support board effectiveness in financial oversight; prohibition on hedging/pledging and strengthened ownership guidelines enhance alignment with shareholder interests.
- Engagement: Board met 8 times in 2024 with at least 75% attendance by each current member; four executive sessions of independent directors; Barone serves on the busy Audit Committee (9 meetings), indicating substantive engagement in oversight.
- Compensation structure: Director pay mixes cash retainers with service-vesting RSUs; no performance-based equity for directors (reduces potential pay-for-performance misalignment risk at the board level).
- Conflicts/Related-party exposure: No related-party transactions involving Barone disclosed; audit committee oversees related-party transactions and independence matters, mitigating conflict risk.
- RED FLAGS: None disclosed regarding attendance deficiencies, related-party transactions, hedging/pledging, or compensation anomalies for Barone. Note: dual role as CEO of another public company can raise time-commitment considerations, but the proxy evidences adequate attendance and committee service.